United States Bankruptcy Court Southern District of New York
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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 Quebecor World (USA) Inc., et al., Case No. 08-10152 (JMP) Jointly Administered Debtors. Honorable James M. Peck GLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODOLOGY, AND DISCLAIMER REGARDING DEBTORS’ SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS The Schedules of Assets and Liabilities (the “Schedules”) and the Statement of Financial Affairs (the “Statements”) (collectively, the “Schedules and Statements”) filed herewith by the debtors and debtors in possession in the above- captioned cases (collectively, the “Debtors”) were prepared pursuant to section 521 of title 11 of the United States Code (as amended, the “Bankruptcy Code”) and Rule 1007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) by management of the Debtors and are unaudited. Unless otherwise indicated in the Schedules or Statements, the information provided is as of the close of business on January 20, 2008. While the Debtors’ management has made every reasonable effort to ensure that the Schedules and Statements are accurate and complete based upon information that was available to them at the time of preparation, inadvertent errors or omissions may have occurred and the subsequent receipt of information may result in material changes to the financial data and other information contained therein. The Debtors have used their best efforts to compile the information set forth in the Schedules and Statements from their books and records maintained in the ordinary course of their businesses. The Debtors reserve their right to amend their Schedules and Statements from time to time as may be necessary or appropriate. Except as noted in the Schedules and Statements, all asset and liability data contained in the Schedules and Statements are stated in U.S. currency as of the close of business on January 20, 2008. These Global Notes and Statement of Limitations, Methodology, and Disclaimer Regarding Debtors’ Schedules of Assets and Liabilities and Statement of Financial Affairs (the “Global Notes”) are incorporated by reference in, and comprise an integral part of, the Schedules and Statements, and should be referred to and reviewed in connection with any review of the Schedules and Statements. Further, these Global Notes are in addition to the specific notes contained in the Debtors’ Schedules and Statements; however, in the event the Schedules and Statements differ from the Global Notes, the Global Notes shall control. 1. Description of the Cases. On January 21, 2008 (the “Petition Date”), the Debtors filed 53 voluntary petitions with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) for reorganization under the Bankruptcy Code under case numbers 08-10152 (JMP) through 08- 10204 (JMP), and orders for relief were entered by the Bankruptcy Court. The cases have been consolidated for the purpose of joint administration only under Case No. 08-10152 (JMP). The Debtors currently are operating their businesses as debtors in possession under the Bankruptcy Code. 2. Basis of Presentation. For financial reporting purposes, the Debtors’ parent company, Quebecor World Inc. (“QWI”), generally prepares consolidated financial statements, which include financial information for all subsidiaries comprised of debtors and non-debtors. The preparation of the Schedules and Statements required the Debtors to make estimates and assumptions that affect the reported amounts of liabilities, the disclosures of contingent liabilities, and the reported amounts of expenses during the reporting period. Actual results could differ from estimates. Some of the Debtors’ scheduled assets and liabilities are unknown and/or unliquidated at this time. In such cases, the amounts are listed as “Unknown” or “Undetermined.” Accordingly, the Schedules and Statements may not reflect the actual aggregate amount of the Debtors’ assets and liabilities. The Debtors have sought to allocate liabilities between prepetition and postpetition periods based on information from research that was conducted in connection with the preparation of the Schedules and Statements. As additional information becomes available and further research is conducted, the allocation of liabilities between prepetition and postpetition periods may change. Each Debtor generally maintains its accounting records in accordance with generally accepted accounting principles in Canada (“GAAP”) and as consistently applied by such Debtor. Given the differences between the information requested in the Schedules and Statements and the financial information utilized under GAAP, the aggregate asset values and claim amounts set forth in the Schedules and Statements do not necessarily reflect the amounts that would be set forth in a balance sheet prepared in accordance with GAAP. Therefore, these Schedules and Statements do not purport to represent financial statements prepared in accordance with GAAP nor are they intended to reconcile the financial statements filed by QWI with the Securities and Exchange Commission. 3. General Limitations. The debtors and their affiliates have not previously prepared entity-by-entity financial statements as the Debtors’ parent company, QWI, generally and historically prepares consolidated financial statements, as mentioned above. Accordingly, certain financial information has only been recorded at the consolidated level and not in financial statements of the individual entities. For purposes of the preparation of these Schedules, the assets and liabilities of the individual Debtors have been allocated to the appropriate Debtor - 2 - wherever possible. However, substantial additional analysis would be required to create complete, entity-by-entity financial statements, particularly for certain accounts such as accrued liabilities. In addition, some information would be difficult or impossible to analyze on an entity-by-entity basis, as such analysis would require the review of multiple years’ worth of transactions that have previously been accounted for only on a consolidated basis. 4. Summary of Significant Reporting Policies. The Schedules and Statements have been signed by Mario Saucier, Senior Vice President and Chief Accounting Officer of QWI. In reviewing and signing the Schedules and Statements, Messr. Saucier has necessarily relied upon the efforts, statements and representations of the accounting and non-accounting personnel located at QWI’s headquarters. Messr. Saucier has not (and could not have) personally verified the accuracy of each such statement and representation, including statements and representations concerning amounts owed to creditors. Each of the Debtors made its best effort to report asset, liability, disbursement, and other information on the appropriate Debtor’s Schedules and Statements. However, the following qualifications and limitations apply to each Debtor’s Schedules and Statements: (a) For most assets and asset classifications, a physical location code is included and maintained in the Debtor’s accounting and financial systems. For assets or asset classification for which a location code is available, such assets or asset classifications are reported on the appropriate Debtor’s Schedules and Statements. For assets or asset classification for which no location code is available, such assets or asset classifications are reported on the Schedules and Statements of Quebecor World (USA) Inc. (“QWUSA”). (b) The Debtors maintain information for most liabilities, most notably the trade and non-trade accounts payable, in a centralized accounts payable system on behalf of all Debtors. However, to the extent the Debtors could determine with a reasonable degree of certainty which Debtor is liable, the liabilities, including the trade and non-trade balances are reported on the Schedules and Statements of the Debtor that is liable for the obligation. (c) Disbursements are made through a centralized and consolidated cash management system that includes checking accounts held in the name of certain Debtors. Therefore, all disbursement information is reported on the Schedules and Statements of the Debtor which holds the relevant bank account. In addition, the Debtors adopted the following conventions in the preparation of the Schedules and Statements. (d) Debtors. The Debtors use a consolidated cash management system through which the Debtors pay substantially all liabilities and expenses. Although - 3 - separate stand-alone accounting records are maintained for all Debtors, within the general ledgers, receipts and disbursements transactions are not available on a Debtor by Debtor basis. (e) Reporting Date. Assets and liabilities reported in the Debtors’ Schedules and Statements are reported as follows: All assets except those reported in Schedules B1, B2 and B3 are reported as of December 29, 2007. Assets reported on Schedules B1, B2 and B3 are reported as of January 20, 2008. In compiling the list of secured claims set forth in Schedule D, the Debtors have relied upon lien searches conducted in January 2008, in addition to information contained in their books and records. (f) Book Value To the extent any asset value is listed herein, unless otherwise indicated, net book values, rather than market values, of the Debtors’ interests in property are reflected on the applicable Schedules and Statements. As applicable, assets that have been fully depreciated or were expensed for accounting purposes and have no net book value, may not be